Hopes
by westmoonlover
Summary: The world is sometimes a harsh place outside even of XANA. when a new girl arrives with a bloody past and a bloody future, Odd's emotions are thrown into turmoil and the gang's lives are put on stake. RR FOR THE LOVE OF WRITING REVIEW!Pleasegotomyprofile!
1. Arrival

_The girl's eyes blazed with spirit like cold flame. _

_Her hair, almost black in this dim light was loose and flying. Her head was down and she looked up through the few rowdy strands which fell in her eyes. _

_She stood braced with her hands tied behind her back, in the middle of the floor where the two men had pushed her. She watched the shadow in the corner that was a man The Bad Man. All she had to do was wait for him to make a _

_mistake. The other two had. They had tried to catch her and hadn't noticed the pipe which leaned against the wall. _

_She had it before they could stop her._

_When they finally **had** caught her they were nursing broken wrists and noses, and blackened eyes. _

_'This man will be the same.' She thought 'stupid and slow.'_

_"Well, Here's the little trouble maker." Said The Bad Man. His voice sending shivers down her spine. She said nothing, only looked strait into the glints that were his eyes. _

_"I was planning on letting you live. Not go mind you, but at least live. Now you shall suffer the same fate as your family." The girl stood up strait, eyes flashing. _

_"You lie!" she snapped "You didn't kill my family! You can't have! You caught me in the park; you don't even know where I live!" _

_The Bad Man Laughed at her making her anger flare. Then she began to doubt. _

_'He won't be fooled.' She thought 'I am going to die, killed by a stranger whose face I can't see.' _

_"Look who knows so much!" taunted the man "She looks for proof. Very well little beauty, if its proof you need then proof you shall get." The Bad Man turned and stepped back into the shadow that was so deep she couldn't even _

_make out the gleam of his eyes. Fear took her _

_"No." she whispered and tried to back up tripping and falling, struggling back up._

_"NO!" she said louder frantic, she bumped into one of the men and was pushed forward again. The Bad Man was coming back from the shadows and he had, Ohh God! He had…_

_"NOOOO!" the girl screamed as the man held up to the faint light… "NOOOO!" she screamed again…._

The girl sat bolt upright in bed her eyes wide. She realized it had been a dream and relaxed. It was bad enough that it had happened did she have to dream about it too?

Over the past weeks her reflexes had become razor sharp, almost instinct. When her door opened suddenly she was half out of bed before she recognized Basle's shadow. She relaxed and flopped back on her pillow

"Don't you **ever** knock?" she asked him exasperatedly. Basle, a tall lanky man with sandy hair and freckles smiled faintly

"You wont have to deal with my intrudes much longer Lilly." He said. Her eyes which had slipped closed flew open and she looked at him intently. He flinched inwardly. Her eyes did that to you sometimes. Often the spirit in them was friendly, but

others her eyes flashed with a spirit like flame. Like dragons eyes.

"We've found a place for you to stay." He said "A school."

Lilly rose and went to the window, looking thoughtfully out at the street and trees below. Her hair (which was went from auburn to black depending on the light) glowed a deep red in the dawn.

"What about the holidays Basle?" she asked "summer and Christmas? What happens when I don't have a home to go back to?"

"It's a boarding school. The staff has been informed of your situation. You will live at the school permanently, unless something goes wrong. There's a park and woodlands, and the summer holidays are cut to a month there. You should be happy Lilly!" He said and his eyes begged for her to say yes

'please let her be happy there.' He prayed 'let her be happy.'

"What else Basle?" she asked and he hesitated

"It's in France." He said "We tried to find somewhere closer but there are fewer options here." Lilly nodded. She could speak French that wasn't a problem. And it wouldn't be that bad to get out of here for a while.

She turned and looked at Basle "Ok." She said "I'll go."

Basle beamed and Lilly had to smile back. "If you get packed I can have you on a flight this afternoon." Offered Basle.

Lilly smiled broadly as her heart began to beat with excitement.

'At least she can still smile.' Thought Basle 'If she can still smile then maybe she can still love. If she can do that, there's hope.'

Basle watched as Lilly picked up her clothes and put them in a suitcase and then glanced at the bookshelf. "I'll have those sent along." Said Basle

"good!" Said Lilly brightly. Basle left her to finish packing and get dressed

'let her be happy there.' He again prayed as he closed the door.

The day was also a bright one at Kadic School. The sun shone and a light breeze played through the leaves of the trees. It was a day to lounge in the park or play soccer.

Unfortunately there were classes to attend and there would be no games till they were done. Odd, Ulrich, Yumi, and Jeremy endured a day of classes. Well, Ulrich, Jeremy and Yumi endured the classes...

Odd mostly slept.

Finally the classes were done and there was enough time before dinner for a game of soccer. Afterwards Yumi bade them goodbye and walked home for dinner at her own house. It was about this time the Lilly arrived at Kadic.

She stood looking at the school the spirit in her eyes quenched for a moment and replaced with anxious fear. Her two suitcases sat next to her and she held a piece of paper in her hands. She read it again _352 West D._

"Three fifty-two West Dorms." She mouthed rolling the name of her new home over her tongue. She decided that it didn't sound too bad. With a look of determination she picked up her suitcases and walked towards the main building.

When she entered the overhang before the doors she saw a big man with a bandage on his cheek who was yelling at passing students.

"Excuse me," She said as she approached. He turned and looked at her and smiled.

"You must be Lilly!" he said. Even his voice was loud! She nodded

"Can you tell me where this is?" She asked and showed him the paper

"Sure! It's up those stairs and to the right!" He answered.

"Thanks." She picked up her bags and walked up the stairs.

"Say who's that?" asked Odd. The three boys were sitting on a bench near the edge of the park. From here they had a clear view of the dorms, the cafeteria, the science building and the main hall.

Odd sat on the back of the bench, Jeremy sat next to Ulrich who was dozing in the warm sun.

"Who?" asked Ulrich without opening his eyes.

"That girl talking to Jim." He replied and pointed Ulrich and Jeremy looked

"Must be new." Pondered Jeremy

"Well then let's go say hi!" piped Odd and jumped up from his perch. Ulrich groaned and then heaved himself up. The three began to make there way towards the dorms.


	2. Welcome to Kadic

Oh my Gosh! I am sooo sorry it took so long to update! I've had this writen for a while. But I've been out of town and away from my computer for a couple of weeks. Just so ya'll know, I'll try to update frequently but at best it'll be every-other week. That's when I'm at my moms and have access to this story. Anyway, Here's the second Chapter! R&R please!

They followed the hall at the top of the stairs.

"Hey she'll be in our dorm!" said Odd. They passed Jeremy's door and continued on down the hall. When they reached Odd and Ulrich's room they saw the door next to it was open.

"Cool a new neighbor!" said Odd.

They looked in the doorway and saw the girl standing in the middle of the room and looking about her. She had dark red hair, olive toned skin and a good body. She wore a white shirt and a green skirt which ended just above the knee.

Her legs were bare underneath it and they were long, graceful, and strong, runners' legs. She had kicked her shoes off and was standing barefoot on the carpet.

_Wow, she's hot! _thought Odd.

Ulrich reached in and knocked on the open door. The girl whirled around caught by surprise and faced them.

Her eyes were dark green. "Hello!" said Ulrich brightly

"H- Hi." Answered the girl uncertainly

"This is Odd and Jeremy and I'm Ulrich." continued Ulrich and she waved slightly.

"I'm Lilly."

_Lilly, that's a pretty name. _Thought Odd.

"Welcome to Kadic!" Said Odd and beamed at her. She smiled faintly back. "Do you need a tour? Cus' we could show you around." offered Odd.

Her eyes widened and she shook her head "No. I can find my own way around. Besides I need to unpack."

Jeremy nodded "yes, that takes a while."

"Ulrich and I are right next door." Said Odd "If you need anything."

She smiled faintly no more than a twitch at the corners of her mouth. "Thanks," she said "I'll keep that in mind."

"Dinner's in a half hour." Said Ulrich "Hope to see you there." They left and she closed the door.

After they were gone she again stood in the middle of the room for a moment before crossing to the window. Looking out she could see the courtyard and the doors to the cafeteria.

Students were milling here and there and she could see the three boys she had just met. The purple in that ones hair was unmistakable.

_What had his name been again?_ She pondered _Odd that was it!_ _Odd, and Ulrich, and Jeremy. Remember that._ She reminded herself. She turned to her two bags and opened the one which held her clothes and put them in the dresser.

The other case held posters carefully rolled up, pictures and a few other odds and ends. As she turned to the second case a knock came at the door.

She answered it and saw the teacher with the bandage on his face. Behind him were two trunks.

"These just came for you, from the airport." He said

"ok." She answered and stepped aside to let him in.

When he had put the trunks down he faced her and said "I saw those three boys leaving here. I know… that after what you went through… you probably aren't ready to trust anyone yet.

"But most people at this school are nice and if you give them a chance you'll make friends. I'm Jim by the way, a P.E. teacher."

She nodded as she walked with him to the door "thanks Jim. I'll try."

he smiled and left. She realized that she was hungry and hadn't eaten since breakfast. She locked her door and went towards the cafeteria.

Lilly got her food and sat down at a table by herself. She watched the people around her carefully. One girl with black hair kept shooting her measuring glances as if judging how much competition she would be.

_Don't worry Princess._ She thought _I'm no Hotty and if I was I feel sorry for the guy who hits on me. _

She finished eating and dumped her tray. Her thoughts on what she would do next, whether go back to her room or take a walk.

A hand grabbed her arm above the elbow. She turned and locked her blazing eyes with the person.

It was the girl with the black hair.

Her Blue eyes flinched when Lilly met her gaze but only for a moment and then she stood firm her eyes almost as bright as Lilly's.

"Hey who are you any way?" Asked the girl "You just waltz in here and start glaring at me? Who do you think you are anyway?"

Lilly tried very hard to keep from hitting the girl and managed not to.

"I think," she answered coldly. "That I glareat people who glair at me and I also think that since I don't even know your name I really don't disserve this. If I were you I would let go of my arm before I break your hand."

Sissy glared at her a moment longer and then let go "What's your name anyway?" Sissy asked coldly

"None of your business." Answered Lilly.

By then they had attracted a considerable crowd. The two girls stood facing each other. Their eyes flashed daggers.

"Fine," said Sissy finally looking away. "I'll find out in class tomorrow anyway." She turned and huffed of.

Lilly glared after her a moment longer trying fighting down the urge to beat her to a pulp. Then she turned and walked out the doors and into the park.

As she left she heard Odd calling her name and ignored it. Let them do what they wanted to do but they had all better leave her alone.

"Huh? I wonder why she didn't turn?" said Odd. He sat back down and his innocent eyes locked with his friends. They were hurt.

It sometimes shocked Ulrich how much his friend was like a child sometimes. He was always joking and could laugh at an-y-thing!

Yet somehow he had a very naïve view of the world and sometimes couldn't understand why people acted the way they did.

Ulrich shrugged "Maybe she didn't hear you?" he suggested.

"Or maybe she's shy?" said Jeremy "She is new after all, maybe she just is nervous?"

Odd smiled "Did you see Sissy's face?" he asked delightedly "I can't believe it! Not even you've shaken her up that bad Ulrich!"

The three of them laughed and then even Odd fell silent.

"Did anything about her seem strange to you?" Odd asked suddenly. "Almost like you've seen her somewhere before but couldn't place where?"

Jeremy and Ulrich thought and then Jeremy replied "She did seem a little strange…" said Jeremy "Like she was tense or something."

"Ya," agreed Ulrich "Almost like a cornered animal. But she didn't look familiar at all."Jeremy shook his head.

Odd shrugged "Ya, she did seem a little scared. But so was I when I first got here. Do you think we could cheer her up?"

"Huh, maybe you could!" said Ulrich "you know perfectly well what Yumi would think if she saw me talking and walking with another girl!"

"And I'm not good at that kind of thing." said Jeremy.

"Alright I'll go then." Said Odd. He dumped his tray and left the cafeteria.

Odd followed the trail he had seen Lilly take and soon found her leaning against a tree. She was watching the sun begin to set and he could see a single tear rolling down her cheek.

The minuet he stepped off the trail she was facing him and had wiped the tear away.

_Maybe it was never there at all, it was probably just the sun on her cheek._he thought

"Hi-ya Lilly!" he said brightly

"hey, um it's Odd, right?" she replied.

Odd nodded "yep, Odd by name and odd by nature." He replied.

Lilly laughed softly and then looked at him

"Was there something you wanted?" she asked him and suddenly he could tell she was on her guard.

"No, nothing it's just that, you're new and you don't have any friends yet. And judging by that incident with Sissy,"

Odd grinned widely at the memory and then continued

"she's going to do her best to make sure you don't have any. And when you left no one went after you so I figured. We could be friends. I could be your friend." He finished and looked at her hopefully.

She was looking at the ground between her feet and Odd's heart sunk a bit.

"Odd, I don't know if I can do that." She said

"Well my other friends would like you too. I don't have to be your only friend." He said

"You don't understand," she said fiercely "last time I trusted someone, something bad happened. Something that…" she paused and bit her lip her eyes burning with an unknown memory.

"What happened" asked Odd

"Nothing!" she said coldly "Leave me alone." She turned and began to walk away.

"Hey wait!" called Odd and he ran forward and grabbed her shoulder. She whirled around and faced him. He blushed as he realized he was close enough to see a few unshed tears clinging to her eyelashes.

"I can't be your friend Odd." She said firmly "Keep the friends you have and thank your lucky stars that you have nothing to do with me."

She moved out of his grasp and walked backward a few steps without breaking eye contact. Then she turned and ran off into the trees leaving a very confused Odd standing by the trail.


	3. Please, Please leave me alone

whew here it is! the next chapter! again, sorry it took so long, but to make up for it I made this a long one and I'll try to update twice this week. I'd really like to thank the people who've reviewed this and said some very nice things. I was going to dedicate this chapter to one of you but how could pick one! So this one is for all of you!

When Odd got back to his room Ulrich was sitting on his bed with hisbooks spread out in front of him. "How'd it go?" he asked from behind his barricade of homework.

"Not so good." Replied Odd and told Ulrich of his time with Lilly

"I wonder why she doesn't want us around?" pondered Ulrich.

"Not to mention anybody else!" said Odd. He flopped back on his bed and stared at the ceiling. Kiwi hopped up next to him and he scratched the dogs ears.

"Aren't you going to do your homework?" asked Ulrich.

"Nope!" said Odd and sat back up. Ulrich stared at him severely for a moment and then grinned and pushed his math book off the bed. Odd laughed and kicked it across the floor.

"I give up!" laughed Ulrich and he shoved the mountain of paper off his bed. He undressed and crawled between his sheets. The two boys stayed up for a bit talking and laughing.

As two boys climbed into their beds a bedraggled man crawled out from among some boxes and crates in the harbor.

He looked around, his long greasy hair falling about his face, his eyes glittering in the moonlight.

He threw his head back and laughed and laughed. A large moth fluttered near his head for a moment and he snatched it out of the air.

He squeezed and heard a crunch as its fragile body broke. He watched a yellow ooze creep between his fingers from the still twitching body. The man threw back his head and laughed harder.

Odd sat bolt upright in bed. Someone was screaming! He heard Ulrich run and turn on the light. The two boys forgot about being blinded as the stared wide eyed at each other. They heard it again, Screaming.

They ran into the hall and expected to have to run down the hall, but they stopped when they realized that it was coming from the room next door.

"Isn't that Lilly's room?" asked Ulrich. Without further ado they opened the door and ran into Lilly's room.

She was having a nightmare. The sheets were twisted around her and tears were running down her cheeks.

"NO!" she was screaming "NO! NO! NO! HOW COULD YOU? HOW COULD YOU!"

Ulrich closed the door so no one else could hear and Odd ran to Lilly's bed. He knelt beside it and shook her shoulder.

"Lilly, Lilly wake up!" he said. Her eyes flew open and stared blankly at him for a moment and then she was sitting up backed against the wall.

Her eyes were still blank of recognition and then she woke up all the way and saw who it was. The tears were still pouring down her cheeks but she relaxed and put her head in her hands taking deep breaths.

When she looked up her eyes were red but clear.

"Wha- what are you guys doing in here?" she asked still breathing heavily.

"We heard you screaming." said Ulrich.

"Are you ok?" asked Odd

"Ya…" she answered and took a deep breath "Ya it was just a nightmare, just a dream."

They still looked at her worriedly "Stop looking at me like that!" she said sharply "It was just a dream ok? Thanks for making sure I was ok, you're the first people to do that in a long time."

She paused and seemed to think for a moment and then looked them in the faces "but it. Was. Just. A. Dream." She said firmly. She got up and ran her hand through her hair.

"I guess we'll go back then." Said Ulrich

"Ya," said Odd "after all I have a whole day of sleeping in class to be ready for!"

she smiled faintly. "Good night!" called Ulrich and he walked back into the boys' room. Odd stood in Lilly's doorway next to her for a moment.

"Well, Goodnight!" he said brightly.

"Night Odd." She said

"Good luck with the dreams!" said Odd.

"Thanks, You too." She replied then they went back to their own rooms. Lilly collapsed on her bed and was asleep immediately.

Lilly was too busy to trying to find her classes the next day to worry about anything else.

Sissy kept glaring at her and making snide remarks loud enough for the whole hall to hear. "Isn't it sad," she said loudly as Lilly left the cafeteria. "That some people think they're so great when they just appear out of nowhere? Isn't it sad?"

Lilly had shot her a piercing glance and then left with out a comment. In physics class Mrs. Hertz asked her to stand in front of the class as she was introduced.

It went alright until Sissy asked her a question. "Where are you from?" she asked smiling sweetly under the teachers stare.

"Italy." Lilly answered. "I was born there."

Sissy raised her hand again and asked "Why do you speak French so well then and why did you start so late." Lilly's eyes flickered with annoyance for a second and then she answered.

"I speak French well because it was one of the classes I took at my old school." Then she stopped

"You didn't answer all of my question." said Sissy. "Why did you start here so late?" Color crept into Lilly's cheeks but she didn't answer.

Sissy was beginning to smile triumphantly when Mrs. Hertz broke in. "That's enough questions." She said sharply "Lilly you may sit there next to Odd. You know which one he is?"

Lilly nodded "We've met." She said and then sat in the empty chair.

"What was that about?" asked Odd "Nothing." She said and didn't talk to him for the rest of the period.

At lunch Lilly walked into the cafeteria. She grabbed her food and went to sit at the same empty table.

"Hey Lilly over here!" someone called and shesaw Jeremy and Odd waving at her. She couldn't pretend to ignore them this time so the walked over. There was a girl sitting with them today and she smiled at Lilly.

"Hi Lilly want to sit with us?" asked Odd.

"Um, sure." said Lilly. She sat in the empty space between Odd and the girl. The space was small enough that Lilly and Odds knees were touching lightly. Her stomach fluttered in a not-so-unpleasant way.

_What's this feeling? _she wondered.

"Lilly this is Yumi." Said Ulrich "Hi!" said Yumi. "Hello." said Lilly. "So where do you come from?" asked Yumi "You speak with an accent."

Lilly suddenly blushed and stood up. "I've got to go." She dumped her tray and practically ran out of the cafeteria. Odd stood up to go after her and caught her by the upper arm just before the door.

"What wrong?" he asked. "you can trust me!" he continued earnestly. For a moment she looked like she was going to say something and then she snapped her mouth shut.

"I can't trust you." She said firmly "Please, please leave me alone." She stepped away from him and left the cafeteria. She didn't look back.

Later

The four members of the gang were hanging out in Jeremy's room, talking with Aileta. Ulrich and Yumi were sitting on the unused bed holding hands and sitting very close to each other.

Odd was sprawled on the floor. "I wonder what's wrong with her?" pondered Odd.

"I think you should be friends with her." said Aileta. They had explained about Lilly to her and Yumi a few minuets earlier.

"We can't make her like us." said Ulrich. "not to change the subject or anything, but X.A.N.A. has been awful quiet lately."

"Maybe he's given up?" said Yumi hopefully

"Or maybe he's just planning something really big!" said Odd with a smile.

"Well there's nothing we can do until he strikes with Aileta still virtualized." said Jeremy. "It worries me." he continued.

"Jeremy," said Aileta. "You'll find a way to devirtualize me soon. I'll let you know if X.A.N.A. becomes active." He smiled at her gratefully.

"Meanwhile I need to get home." said Yumi, she stood up and stretched. "I'll walk you." said Ulrich and they both left.

"I'm gonna go too, I have two days of homework to do." said Odd.He stood up and waved goodbye to Jeremy and Aileta.

Odd's Point of View

I wish Lilly would let me talk to her. Today in class she wouldn't even say two words to me. Or to anyone else either! I like to help people but I've never met someone who doesn't want to be helped. I can't stop thinking about her!

On top of that I know X.A.N.A. is planning something big. It's just a gut feeling. Every time X.A.N.A. attacks I always get excited when I should be nervous of terrified. I love going to Lyoko!

As much as I hope Jeremy can bring Aileta to earth, I'll miss Lyoko when it's gone.

Danmit I should have done some of my homework last night. For all the homework they give us here it's like they think we're computers or something!


	4. A Robot and a Story

Hi! This'll be my last update till next monday about but I made it nice and long! I actually have almost the whole story writen on Word but I dont want to update all I have and then leave you hanging if I get stuck on the end, so I'm strategizing! Oh and I forgot about this: Disclamer-I do not own code Lyoko or any of it's characters, however, I do own Lilly...and other characters but if I mention them yetit'll give away the story. So dont Steal Lilly! Read and Review Please!

(Narrator)

"Saturday, O sweet Saturday!" sang Odd under his breath. He was walking through the park taking his time and daydreaming. "Odd?" said a voice behind him. He turned around and saw Lilly standing behind him in the path.

"Lilly!" he said brightly. She let him get fairly close to her and then she took a step back. "I- I wanted to… tell you something." she said.

"I'm all ears!" said Odd "You can tell me whatever you want. You already know I-"he was cut off by Lilly clamping a hand over his mouth. He stiffened and blushed, this was the first time he'd seen Lilly within four feet of someone.

"What's that?" she asked taking her hand away from his mouth and stepping back. At first Odd heard nothing. Then mechanical grinding and the snap of branches reached him. He peered cautiously through the brush and gasped.

It was a robot, like to ones X.A.N.A. had used before only bigger. It saw him and ran towards him crushing brush and grass flat as it went. It broke forward onto the trail and grabbed for Odd who dodged and dipped away.

The robot came towards him again when its head was whipped to one side as a rock struck it. The Robot turned and faced this new opponent. Lilly was already poised with another rock which took out one of its glowing eyes.

"GO!" she yelled at Odd "GO GET HELP, I CAN HANDLE THIS TIN CAN!" Odd had no choice, he called the others and soon Jeremy was sitting at the super computer and the three fighters were entering the scanners.

Lilly was out of rocks and the robot knew it. Its eye glowed bright red with a symbol she didn't recognize. "Come and get me!" she called and ran. Odd was right about her legs, they belonged to a runner.

She led it deeper into the park and it followed always just a step behind her. _I can't run forever. _She thought _I think this thing can though. _

Odd, Ulrich and Yumi landed lightly on the virtual moss of the Forest region. Aileta stepped out from behind a tree to meet them. "Hi Aileta, any sign of Monsters?" asked Yumi. "Not yet," Aileta replied "The tower is this way."

They followed her down the trail on there guard. They came to a clearing with the red tower in the middle. "Hold on this is to easy." said Ulrich. "Ya, we should have at least met some roachsters by now." said Odd.

He raised his wrist to his eye and carefully looked around ready to shoot. "I'll go with Aileta to the tower since I need to be close to use my weapon." said Ulrich. "You two stay and cover us." Aileta and Ulrich ran towards the tower.

Lilly's breath ran ragged in her chest but she still ran. Behind her the robot showed no signs of slowing.

She stopped abruptly and cried out as she saw she had run strait into a dead end, right into the wall which separated the grounds from the city beyond.

Odd saw the mega tanks first. "Ulrich look out!" he yelled and shot an arrow killing a Tank. Two more emerged from their hiding places. "Aileta get to the tower!" Yelled Ulrich and drew his sword.

The mega tanks fired and Ulrich was devertualized. Yumi and Odd kept fighting. Odd was only aware of the red laser hitting him and then the familiar swooshing sensation of leaving the virtual world.

He left the scanners and ran to the computer room. "Did she-"he began. "Not yet." said Jeremy before he could finish. _Come on Aileta, come on! _Odd thought.

The robot approached Lilly like a cat would a cornered mouse. It stretched one steel hand out and before Lilly could twist away, grabbed her neck and chest and squeezed.

Lilly felt the breath leave her and tried to gasp another breath of air but her chest was being squeezed to tightly. Black flowers began to bloom in front of her eyes. She needed air.

_This is how it ends. _She thought calmly. _You survived The Bad Man to be crushed like a moth by a robot. _

Lilly's world started to go black, black except for the robots red eyes, the remaining one on his face and the bright red one on its forehead.

"Come on, come on, come on!" Odd heard Ulrich say under his breath. Then there was a flash of white light.

"Yes!" yelled Odd punching the air and then the white light engulfed him.

Lilly's darkness was pierced by the white flash. _This is dieing. _She thought and then the robots eyes went dim and his grip went slack dropping her to the ground. She dew in one sweet breath of air and then the light swallowed her.

"Saturday, O sweet Saturday!" sang Odd softly. The birds and bees hummed in the trees around him and the dirt of the path crunched softly under his feet. "Odd?" said a voice behind him. He turned around and saw Lilly standing in the trail.

Ignoring the feeling of de-javu he walked towards her. "Hi!" he said. He was surprised that this time she walked towards him until she was face to face with him. "I- I want to tell you something." she said.

"Ok." Odd said. Her face had made him drop his normally funny/sarcastic attitude. "Come on." she said. She took him by the arm and led him to a bench out of the usual traffic of the park. She sat next to him on the bench and he was still blushing.

That he had seen, she had not been with in four feet of another person if she could help it. Almost as if she was afraid. "I can't be your friend Odd." She said. He opened his mouth to say something but she placed a finger on his lips to stop him.

His blush deepened but she seemed not to notice. "But I can tell you _why_ I don't trust ANYONE. Just brace yourself." she paused and looked at him waiting to see if he would leave or stay. He didn't get up only stayed and watched her.

"Promise not to tell!" she said sharply. "Swear!"

"I swear. I won't tell a soul." said Odd. "Ok." said Lilly she took a deep breath and began.

"Two years ago, I met a boy in the park near my house, a park that really wasn't that different from this one. He was new in town and we became very close friends. I trusted him with my deepest secrets with my weaknesses.

He trusted me with his." she paused. "I come from a very powerful family Odd. Do you know what that means? It means that there were lots of people who wanted to get back at my father.

He owned a company which bought out lots of other businesses. He put a lot of people out on the streets. As much as I hated that, he liked what he did so he didn't stop. It also meant that a lot of people wanted my father's money.

Others wanted him dead".

"I trusted the boy and he betrayed me. A gang of men wanted something bad to happen to my family. My "friend" told them everything about my family and me. He told me to meet him in the park, that he had something important to tell me."

She started to cry. Odd reached out to comfort her and she moved away. "No, let me finish." She took a deep breath and continued.

"Two of the men took me in the park and brought me to a building. I don't know where it was, I couldn't see anything. When I could I was in a dark room. There was a man in the shadows, a Bad Man.

He told me he had been planning to let me live unlike my family. I said he was lying." She stopped and closed her eyes as the tears ran down her cheeks. "He wasn't lying!" she cried. She held her face in her hands and sobbed.

This time when Odd went to comfort her she either couldn't or didn't want to move away so she cried on his shoulder. He held her close for a moment more as her sobs quieted. Odd couldn't think of anything to say to what she told him.

_How can I comfort something like that? _He wondered briefly. But she was now taking deep breaths and wasn't sobbing anymore and she didn't move from his shoulder. She hugged him briefly back for a second and then pulled away.

"Thank you Odd." she said. "Do you see why I can't trust anyone yet?" He nodded. "But you know," he said "My friends and I, we would never EVER do that to you. We'd never hurt you."

She nodded "I want to believe you. But, that's what the boy said too." she replied. "What was his name?" asked Odd

"Ben, his name was Ben." She spoke Ben's name with such venom that Odd was almost sorry he asked. "I'm going to go now." said Lilly. "Thanks again Odd." She said. Then she turned and walked up the trail.

She turned back to him briefly, "You know Odd," she said. "I want to trust you." And then she was gone.

That night Odd lay in bed thinking about what Lilly had told him. And about what had happened between them. He touched the place on his shoulder where her head had laid. He felt the flutter in his stomach again as he thought about it.

_Do I like her? _He wondered. He pictured the way she had looked when he first saw her. The way her eyes had locked with his, the way her skirt had swished against her legs.

Then about the tears in her eyes the first time she said she couldn't be his friend, her bravery against the robot. _She probably saved my life! _He realized. All the while the feeling in his chest and stomach was growing. _Holy cow I do like her!_

Then smiled a broad, beaming grin. _Wait a minuet,_ _I don't like her, I think I'm in love with her! Oh my gosh I love her! I love Lilly! _He sung happily in his mind.

With those thoughts he slept.

(whoot! another chaptere down! Had to add just a little fluffy moment between Odd and Lilly, couldnt help m'self ;) And... remember Ben's name, you may hear about him more... maybe...:)


	5. Intruder in the Dormroom

Hi! Next chapter! not the best one ever but the good news is I have almost the whole story typed on Word and it REALLY starts to heat up! So Read And Review! REVIEW PLEASE! MY GOAL IS 15 BY THE TIME IT'S ALL POSTED SO HELP AND TELL ME WHAT YOU THINK! seriously, even if you think it sucks let me know, it'll help me know what not to write about next time! anyhoo, Thankyouthankyouthankyou to all you wonderfull readers who have reviewed! Love ya!

Coming closer to Kadic high the Man from the docks was now just outside of the city. His hair hung lank and greasy. He was thin from living off of what vermin he could catch or food he could steal.

As Odd falls asleep dreaming of the girl he thinks he loves the man lays down and dreams of the girl he hates. The symbol of the Eye burned on his forehead.

"I couldn't make contact with Aileta this morning." said Jeremy at breakfast. "I hope she's ok." He looked very worried and the rest of the gang felt his expression pulling at their heartstrings.

"I'm sure she's fine." said Yumi. "Ya, she's been out of contact before. I'm sure it's nothing." said Ulrich. Odd said nothing.

"Hey!" said Ulrich and elbowed him in the ribs making him half choke on his mouthful of food. "What's up with you? Aren't you even worried about Aileta?" Ulrich glared at his friend reproachfully.

"What! What's wrong with Aileta?" Ulrich rolled his eyes.

"You were off in your Odds-world again huh?" said Yumi.

Odd smiled at her over his plateful of food. "Hey, it just so happens that my world is a very nice place to be! But don't worry Lover-boy; I'm sure she's fine. Maybe you could try again at lunch." Jeremy nodded.

Odd got up from his now empty plate and stretched. Ulrich shook his head, "I don't know how you put it all away!"

Odd grinned and rubbed his belly. "My mom says I must have a bottom-less pit for a stomack." he said he grinned "Either that or a very large, happy tapeworm! I'll see you guys in class!" he called. As he left he passed Lilly and waved. She smiled faintly and waved back. Odd tromped off to Art (the only class he really _liked_).

Lilly sat on a bench in the park. She was reading one of her favorite books, _The Lord of the Rings. _It was the edition with all three books bound together so it was a HUGE book. She was about halfway through for the fifth time.

Her father had used to call her a "Tolkien Nerd." She didn't mind, in fact she liked being a Tolkien Nerd. She was absorbed in the story and her guard was down. She couldn't help it! It was Lord of the Rings for crying out loud!

So when a shadow fell over the pages she jumped. "Why so jumpy? Scared of us already?" asked a cold snooty voice. Lilly rolled her eyes and looked up at Sissy.

Sissy wasn't alone today; her two friends Herb and Nicholas were with her.

"Ya that's it," said Lilly sarcastically "I'm _terrified_ of you." She stood and gazed at Sissy with a mixture of boredom, contempt and humor.

"Don't bother yourself Ok." Lilly said "There is nothing, absolutely NOTHING that you can do to me to hurt me, and you really don't have anything to fear from me socially anyway. Why don't you just drop it and ignore me before you do something to make me mad."

She tried to go around Sissy carrying her book under her arm. Sissy flushed red and grabbed her arm as she passed. Lilly turned, eyes blazing and the next thing Sissy knew, she was backed against a tree, Lilly's face a bare inch from her own. "Let. Me. Go." She said dangerously. Sissy quickly let go of her and Lilly stepped back.

"I am going to tell you the same thing I told everyone else." she said "Leave me alone." She turned and walked up the trail leaving a stunned Sissy behind. Sissy stood shocked against the tree as Herb came and tried to help her.

"That's it!" said Sissy "She is finished at this school! I am personally going to take care of this one!"

"What are you gonna do?" asked Herb. Sissy sniffed with contempt. "I'm going to make sure that she is shunned by everyone at this school. Pretty soon, she'll be so miserable she'll have to transfer." She laughed a little.

"You know," said a disgusted voice, "You really are impossible." She turned and saw Odd, Ulrich, Yumi and Jeremy. Ulrich had his arms folded across his chest and it was he who had spoken.

"Leave her alone." said Odd, he was glairing at her and his fists were clenched. She flinched a little, Odd never got this mad. "Because we're going to make sure that she **does** have friends. She has her own reasons for being who she is and she **doesn't** need to discuss them with _you._"

The rest of the gang was glairing at her with equal intensity. "Fine!" she said and stomped off.

"What a snob!" said Yumi after she was gone. "But I do wonder," Said Jeremy "WhyLilly doesn't want friends." Odd had kept his promise to Lilly and hadn't told his friends about her past.

"I'm sure she has a good reason." Was all he said as they walked back toward the main building.

He felt a faint tug at his pants leg as he walked past a side path and glanced down to see to a pair of dark green eyes staring at him and part of Lilly's face. Then she was gone retreating down a side trail.

"You guys go ahead." Said Odd "I'm going to take a walk." He waved to the others and followed Lilly down the trail.

She stepped out of a bush as he neared and he beamed at her. She smiled back and fell into step next to him. "Why did you and your friends stick up for me?" she asked.

"You heard that?" said Odd surprised. She smiled faintly "I didn't make it all the way down the trail before Sissy started shrieking. So I snuck back and listened to what she was saying. You kept your promise."

For the first time she really smiled at him. "I told you I would didn't I?" he replied. She smiled and they sat down on a bench. They were very deep into the woodlands now and even the bustle from the school didn't reach them.

"You never answered my question." said Lilly "Why did you stick up for me?" Odd looked her in the face and again found himself lost in her eyes. Lilly again felt the tremor in her midsection as he looked at her.

His eyes were blue and she found it was hard to look away from them.

"Because," said Odd when he was able to unstuck his tongue from the roof of his mouth. "I really, really want to be your friend. I want… you to trust me. I… really like you Lilly. I want to be your friend."

Her eyes softened and she smiled. "Really?" she asked "Ya Lilly, really." He replied and smiled back. For the first time she beamed and laughed aloud. Still laughing she threw her arms around his neck and hugged him tight.

Odd blushed deeply and shyly hugged her back. "You are the first person to say they wanted to be my friend since the news got out about my family." She breathed against his neck making him shiver pleasantly.

"And the way you ask, you put no pressure on me. You stick up for me? Even when you hardly know me? I can't understand why, but I can sense that… or I want to believe that, you mean nothing false by it. At least not yet."

She pulled away from him and looked at him. He was still blushing but she ignored it.

_Why is it that every time she's nice to me I blush? Can't I be halfway normal? _

They sat on the bench for a while not really talking about anything. Odd told Lilly a little about himself. He noticed that she wasn't sitting her usual four feet away; she was slightly closer and was listening intently.

"Ok, so now I know about you. What about your friends? What are they like?" Odd thought about it for a moment.

"Well, Ulrich, he's my best friend. He's quiet and serious most of the time. But when you get to know him he has a pretty good sense of humor. He's strong too, good soccer player. Yumi, she and Ulrich are a couple.

She's smart and cunning, but friendly. She can have a temper though."

Lilly laughed "Cant we all?" she replied "What about the blond one? Jeremy."

"He's a genius! If it has anything to do with computers he'll figure it out. Good guy too." They were silent and then Odd worked up the courage to ask her another question about her past.

"Did you have any other friends? Before you came here I mean?" he braced himself for what she might do but she only studied him quietly. He felt the familiar flutter as she looked at him. She felt a bit of her coldness melt at his gaze.

"No." she answered "Just Ben. And I don't even know if he was ever truly my friend in the first place." She didn't cry, didn't shed a tear this time. But for a moment her eyes dimmed and her fair face crumpled.

He resisted an urge to embrace her again and put his hand on her shoulder instead. She smiled at him and then stood up and stretched. "We should go back. Do you have homework?" she asked.

Odd threw a hand to his forehead like he was in distress. "Oh, why homework!" he cried. Lilly laughed and together they walked back towards the buildings of Kadic.

Lilly awoke in the dark of the night her mouth cottony and her throat dry. She threw off her covers and swung her legs over the edge of the bunk.

She unlocked her door and padded barefoot to the drinking fountain down the hall. She quenched her thirst and returned to her room. Just before she opened the door, the hairs stood up on the back of her neck and arms.

Gooseflesh bloomed on her legs. For some reason her senses told her to be alert. She cautiously opened the door and was met with a stench.

It smelled like rank sweat and body soil and faintly underneath she smelled something like hot metal.

She threw open her door and, standing by her opened window was a stooped man, his hair hung lank around his face and his eyes burned. He grinned and her scream caught in her throat.

A red symbol, (the same one that had been in the robots eyes though she didn't remember that) shone from his forehead. "Remember me?" he asked and chuckled. He held something up to the faint moonlight and threw it on the floor near her feet. She glanced at it, and the scream that caught in her throat burst forth. She closed her eyes and backed up until she was against the wall near her door and when it burst open she felt the breeze as it almost hit her.

She sunk till she was kneeling on the floor and covered her head with her arms. Her door closed again and she heard footsteps cross her room to close her window.

At the same time someone grabbed her shoulders and then her hands and gently tried to bring them away from her face. She tensed even more and curled into a tighter ball. She was on the edge of hysteria.

Then whoever it was just held her gently. She felt a warm breath on her ear and recognized Odd's voice. "Lilly, its ok. Its ok, we're here Lilly it'll be alright."

He kept saying things like that until she finally lifted her head away from his chest and showed her face. Her face was calmer now and she looked at him with eyes that showed a mixture of fear, confusion and gratefulness.

She looked around and saw Ulrich standing by her window which was thankfully closed. "Lilly what happened?" asked Ulrich and Odd together.

Lilly didn't answer she stooped and searched the floor for the object that the man had thrown. It wasn't in the open and it wasn't under the bed. _Was it just a dream?_ She wondered _am I going insane? Or was it real? _

She stood up and shook her head troubled "Lilly?" said Odd as he came up and placed a hand on her shoulder.

"M-maybe it was nothing. Maybe it was just a dream." Odd and Ulrich hung their heads in thought.

"Do you want to sleep in our room tonight?" asked Odd "Just in case it was… something? You'd have to be up a little earlier so Jim doesn't know you slept in there." She thought about it and nodded her head.

Ulrich's eyes widened with surprise. Was she really that scared? So scared that she would actually sleep in their room when she would hardly talk to them during the day?

She followed them out the door locking it firmly behind her. She followed them to their room which was right next door. Their room was different than hers. Both beds were occupied and tousled from their hasty leave.

Gameboys were on the floor by both beds. School books were scattered on the desk and by the beds. "You can have my bed." said Odd, pulling extra blankets out of the closet. "I'll take the floor."

She frowned "I don't want to kick you out of your own bed." She said "I'll take the floor." Odd opened his mouth to argue when Ulrich said "Why don't you both sleep in the bed?"

Lilly looked at Odd and then at the bed she shrugged and looked at him. "Why not? The beds big enough, we're both thin." Odd shrugged but also noticed the slightly merry spark in Lilly's eye.

_How can that be when she was just scared out of her wits? _He wondered _maybe I imagined it. _

Lilly was still scared but he hadn't imagined the spark of happiness. It had struck her as funny that she should be in Odd's room at 2:00 in the morning and not only that, but going to share a bed with him!

He let her climb in first and she curled up against the wall. He climbed in and Ulrich, smiling to himself, turned off the light.

(there it is! and if you havent goten the message already...REVIEW!)


	6. Poison in the stinger

Hi! I updated quickly so this is kind of short, but I think that's ok. By the way, I've thanked my reviewers but haven't mentioned any names and the two that come to mind first are American-Kitty and WolfPackLeader. Both are good authors, check them out! Anyway, American-Kitty: Thank you so much for reviewing so often and giving me such support! You're the best!

WolfPackLeader: You have given me the most helpful review! So much advice! I know I made Lilly too much of a main character in this story, but the plot I have in my head would get to confusing and would just drag on and on if I put too much of Yumi, Ulrich, and Jeremy in there. However, I plan on doing at least two stories, this first one more about Odd and Lilly and the next where she actually becomes part of the Lyoko fighters. The idea I had with making Lilly so fierce is that she's trying to be standoff-ish. She's not really that mean she just want's people to think she is. ;) oh, and thanks for telling me I was spelling Aelita wrong, (blush) hehe oops

Thank you to the rest of my reviewers too! Love ya all!

Odd lay next to Lilly in bed as his eyes adjusted to the dim light. He propped himself up on one elbow and looked at her. He could dimly see her eyes gleaming in the darkness. He listened and heard Ulrich's deep calm breathing as he slept.

He laid back down again so he could talk to her without having to speak too loud. "Lilly, are you awake?" he asked.

"You know I am." She replied. She turned around and faced him. "What did you see Lilly?" he asked "What happened?"

She looked at him for a moment. "Is Ulrich asleep?" she asked,

Odd nodded and Lilly continued. "… I think, I think it was The Bad Man." Odd's heart almost stopped. From the way Lilly had described him he sounded like the second X.A.N.A.

"Oh my Gosh, Lilly! Are you ok?" she nodded which he could barely see in the dark. "Yes, I thought…. I saw him toss something… something down at my feet. I recognized it." She paused

"Lilly, what was it?" asked Odd breathlessly "My… my moms shirt. The one she was wearing… that day."

Odd was silent "Lilly… I… I'm so sorry." he finaly said.She shook her head. "Don't be." She said firmly. "The last thing I want is pity. I got that enough when it first happened and I really don't need it now!" her voice was fierce but not accusing.

"You want to sleep?" asked Odd. She nodded he lay rolled over on his back. After a few moments of silence he felt Lilly move closer so her back was pressed against his side. "Lilly?" he said into the dark.

"I'm scared Ok!" she said and curled into a tighter ball still pressed against him. "Alright, don't worry. Ulrich and I aren't going anywhere." He turned on his side and threw an arm around her shoulders and gave her a reassuring squeeze.

Soon both were asleep back pressed closely to back.

Lilly was shaken awake early the next morning by Odd. She opened the door to her room cautiously but the warning needles didn't prick at the back of her neck and no gooseflesh bloomed.

She opened her door to find her dorm the way she had left it. Her bed clothes were the only thing out of place. Usually she made her bed first thing. But the sheets were still tousled and half on the floor. She dressed and threw the bed together.

She packed her school bag stuffing _Lord of the Rings _between her math and science books. Odd and Ulrich were still in there room so she left for the cafeteria knowing they would catch up.

She entered the building and sat at her usual table with her food. She pulled out her book and opened it. She was so sucked into her book that she didn't notice a deep buzzing near her ear. She waved at the wasp idly and then stood up and left.

She headed for the park with reading on her mind. The wasp followed her. When she was deep in the park, lost in her own thoughts the wasp landed on the back of her neck and stung her. She cried out and slapped it, crushing it with her palm.

She didn't hear the crunching of its buggy exo-skeleton, but a grinding and cracking as if she had crushed a little machine. She drew her hand away and looked at it.

The wasp was a crushed working of wire and lights it's delicate, segmented, metal legs twitched. _It's…. a robot? _She thought dazedly and then her palm blurred before her eyes. She gasped in realization and felt the tiny throbbing stinger.

_Poison! _Was her last coherent thought, the black flowers blooming in her vision blocked out all sight and her knees gave out. The book tumbled from her hand landing upside down on the path, it's spine cracking in finality.

She landed hard on the dirt path shredding her bare forearm. She didn't feel it. Nor did she feel her head hit the bare dirt. The poison had knocked her out before her knees had failed her.

Her hair, bright auburn in the sun fell over her shoulders and a few strands stood bright against her pale cheeks. She didn't see, nor did anyone else The shaggy, thin man step from the bushes. "My Lord X.A.N.A. I have her." He said.

A black smoke rose out seemed to rise out of the ground on the side of the path. It said nothing but for a moment seemed to nod in satisfaction. The Man picked up Lilly and they disappeared into the trees.

(Whoot! cliff hanger! REVIEW! FLAME ME IF YOU WISH BUT BE PREPAIRED, I'LL FLAME BACK!)


	7. XANA!

Wheew! I am soooo sorry that this took so long to get up! But I made it nice and long and we're getting into the heat of it now. The minuet I get 5 more reviews on this story I'll post the next chapter! Thanks to all my reviewers I love you all! and now, On with the tale:)

Odd sat at the table eating at an alarming rate. Ulrich cast a glance at him and then looked away. "So, Jeremy how's Aileta?"

Jeremy smiled and stared at his food. "She's good. But one thing worries us, Why has X.A.N.A. been so quiet lately. Its been almost three weeks since his last attack. Usually he attacks much sooner, cunning fox that he is. I wonder what he's planning…"

Odd looked up from his plate "Something big I hope! These past three weeks have been boooorrrriiiinnnnnggg!"

Ulrich cuffed his best friend lightly over the head ruffling his blond and purple hair. "You moron! Do you really want to risk the lives of people just so you can get a thrill fighting monsters in Lyoko?"

Odd gazed at his friend "What's the difference if we can save them? That's why we go to Lyoko isn't it? I could go to Lyoko anytime to fight monsters but what for? It means something then. I don't go to Lyoko just for the thrill. That's just how I feel when I kill monsters."

Ulrich looked at his friend in surprise. Then glanced at the others as the blond turned back to his food. Yumi slipped her hand into Ulrich's and he looked at her. "Whatever happens," she said including the whole group in her words. "Whatever he's planning we'll handle it as it comes and until it does there is nothing we can do." Ulrich squeezed her hand and smiled at her.

"You're right," said Jeremy "All we can do is wait."

"Hey, where's Lilly? I haven't seen her this morning." Said Yumi. Odd glanced around the cafeteria. "Huh, you're right. I wonder where she is?" he said. Ulrich shrugged "Maybe she left already?" Odd nodded. "probably."

But still deep down he felt a pang of worry and doubt _what if she's not ok? _He asked himself. The worry gnawed at him for a moment followed by a blinding fear that he couldn't understand. Why the heck was he scared? The sun was shinning and outside there was hardly a cloud. Yet for a moment he was consumed with sickening fear, _what if she's hurt or worse what if, what if, what if….. _Then he shoved the fear to the back of his mind. _If she's not in class then I'll worry, but what do I have to worry about now? _After a while even Odd pushed way his plate and they went to class.

Odd didn't have any classes with Lilly till after lunch so he had no idea if she had been there or not. He met up with Ulrich and Yumi and couldn't help but feel a slight twinge of jealousy at seeing them holding hands and walking close together. _I wish I knew if Lilly sees me like that._ He thought. They went to Jeremy's room to find him sitting, looking very pale, at his computer his cell phone clutched in his hand. "Guys! I was just about to call you!"

"Jeremy what's wrong?" asked Yumi "It's X.A.N.A. he's launched his attack!" The three fighters exchanged glances. "Are you sure?" Asked Ulrich "I'm positive!" cried Jeremy

"But Jeremy, nothings happening. The whole school is like it always is." Said Odd "Look, all I know is X.A.N.A. hasn't activated just one tower! This time he's activated two! We have to go to the factory… Now!" Jeremy said. Aileta appeared on the computer screen behind Jeremy "Guys, he's right. There are two towers activated here and monsters are beginning to show up! You had better hurry!" That settled it and they left the room in a hurry.

When they got outside they looked around anxiously but nothing seemed out of place. "If this is an attack, where's the attackers? Asked Yumi. Ulrich shrugged. As they ran Odd heard a low, faint buzzing but he pushed it towards the back of his mind and ignored it. When the entered the tunnel the little metal wasp that had flown behind Odd flew off. It's mission of spying complete.

They were all tense and alert watching for the first signs of attack. But none came. They made it to the factory and before they knew it they were dropping gracefully to the virtual ground of Lyoko. They looked around tense and waiting.

Aileta called and waved from down the trail and they went to her. She led then quietly around the corner and pointed in the direction the tower was.

She pointed to where the path was blocked by a pod of roachsters and whispered "They're blocking the way to the tower. There's no other way to get past. We'll have t-" she was cut off as she shivered violently and dropped to the ground.

She hugged it the way a rabbit does when a hawk flies over, like she wanted to disappear under it.

Ulrich grabbed her shoulder "What is it? What's wrong?" she couldn't speak, only mouthed the word "X.A.N.A.!" They glanced over the corner again to see a dark shape standing in front of the monsters.

It was blacker than the blackest velvet, blacker than shadows and midnight put together. And it's shape kept changing, shifting to look like a man, a dragon, a raven, a wasp, all without loosing the inky blackness. The only consistency was it's yellow eyes with red pupils.

"**Come out, children**!" it called suddenly, it's voice cutting their souls like razors "**Come out heathens! Come out Fools! Come out you damned feral brats**!"

They looked at each other but didn't move.

X.A.N.A. paused and then he said "**Come now, don't you wish to know what has become of you're friend? Don't you want to know what I'm up to?**" it laughed coldly "**That's your mission isn't it? To match me step for step**?"

Again they met eyes and as one they stood up. Finally, they faced their enemy. Slowly, like people moving under water they walked around the corner to stand before X.A.N.A. _Is this going to be it_? Odd wondered _Will this be our last fight?_ For the span of a moment no one moved, the white surveying the black.

"What is it you're taunting us with now X.A.N.A.?" asked Ulrich "What friend are we missing?"

Yumi cried "You cant mean Jeremy!" again X.A.N.A. laughed his bone chilling laugh and said

"**No, no not he, I merely cut him off. I thought the fighters should talk to the enemy without interruption**."

"Answer us X.A.N.A.!" said Odd. Dread had filled his stomach again "What about our friend?"

X.A.N.A. fixed Odd with his cold stare. "**Oh, but you already know, don't you**?" Odd's stomach clenched and slowly he nodded._ Lilly_ his mind whispered

"**But, I'm going to tell you anyway, I like to watch you squirm. Lilly is mine. She has always been mine, ever since Lucifer took her**." said X.A.N.A.

"Who's Lucifer?" yelled Odd

"**Hmn? Oh, she might have told you about him as 'The Bad Man'. Anyway, I have her, and once I convince her to join us, you'll have more than you can deal with**."

Odd smirked "As if Lilly would ever listen to a word you have to say!" he spat.

The dark mass performed what might have been a shrug "**Perhaps you're right. But that just means one less brat for me to deal with. My time grows short. You have about thirty minuets to deactivate the towers… both towers, or Lilly will either be dead or completely mine. If she turns, well… you'll have a lot of trouble on you're hands. There's great possibility for evil in that girl." **

Odd growled "That's what you think! Why would there be evil in Lilly?"

X.A.N.A. chuckled dryly "**Hate can be a powerful lever, it's the doorway to evil…and there is great hate with in that girl, if you haven't noticed it you're blind**"

With that and a last maniacal laugh the dark shape vanished and the lights of the monsters turned on. All of them shot at once and all of them were hit but none of them got devirtualized.

They jumped behind trees and rocks and retaliated. Odd rolled to where Ulrich crouched behind a rock.

"Can you guys find the towers without me?" he asked.

Ulrich stared at him like he was an idiot "Are you _insane_!" he cried

"No!" Odd replied "But how are we going to deactivate the towers and save Lilly if we're all here?"

Ulrich paused in mid swing and looked at him "Odd,… I cant believe I'm saying this…but, you're right."

Odd beamed "Good!" before Ulrich could stop him Odd jumped out from behind his tree. He shot twice and killed two monsters. They turned their lasers on him and before they shot him he killed two more.

He felt a sharp pain as the lasers hit him and then the familiar dizzy sensation of being devirtaulized.

The minuet the scanner doors opened and his feet touched the floor of the warehouse he was sprinting up the stairs. He burst into the room to find a panicking Jeremy.

He was yelling their names into his headset and frantically typing the keys. Odd grabbed his shoulder and Jeremy nearly jumped out of his skin.

"Odd!" he yelled and grabbed Odd's arm in a fierce grip. "What happened! The screens went fuzzy and I lost contact with you! I still don't have it back! Don't just stand there, tell me what happened!"

Odd grabbed Jeremy's hand and pulled it off of his shoulder. "There's no time!" He cried "You'll get contact back, when you do have the others tell you. I have to go!" with that he turned and ran towards the elevator with Jeremy's protests ringing in his ears.

His lungs were burning by the time he got to the park but still he ran. The grounds were deserted, everyone else was in class. He ran into the park without knowing why.

He was almost blind from running for so long, his eyes not even focusing on the trail in front of him, all of his mind was focused on running. He tripped over something, fell hard and got the wind knocked out of him.

Gasping, he almost didn't look at what he'd tripped over. But he glanced back and saw the book that Lilly had dropped as she fell. He picked it up and brushed dirt from its pages.

On the inside cover was written "_Property of Lilly DeGrande" _in Lilly's rich script. He looked around on the ground by the book, looking for anything that might tell him what had happened.

His hand ran over something cold and metal and he picked it up. It was a mechanical wasp. There was a tiny hole where its needle of poison had been and he could now guess what had happened.

She'd been either stunned or knocked out by the wasp and then taken. But taken to where, Where! He cast around for a foot print, a broken branch, anything that could help point him in the right direction.

He got on his hands and knees to peer under the bench…and he smelled smoke. He sat up and closed his eyes focusing only on his sense of smell. Again he caught it, the smoky smell of a burnt fuse or wire.

He opened his eyes and again looked around. 'Where is it _coming _from?' he thought urgently when his eyes landed on the small park light on the edge of the trail. At night they turned on and you could see the path.

This one looked like it had been fried. It's bulb was broken, the plastic cover was melted and the wires inside were black and charred. Odd glanced at the next light and saw it was the same way. So was the one after that.

_But none of them behind Lilly's book were! _

Suddenly it clicked 'It's a trail!' Odd thought 'when X.A.N.A. travels by circuit like this, everything gets fried. This is X.A.N.A.'s trail!' he leapt up, Lilly's book tucked tightly under his arm and ran following the broken lights.

He was so focused on the lights that he almost ran into the garden wall. He didn't hesitate to see if the coast was clear, he jumped and pulled himself over. He sat on the top of a moment looking for some clue, and found it.

The street light above his head was emitting a thin stream of smoke, as was the neon sign of the restaurant across the street. He hoped down landing catlike on his feet and kept running.

_Lilly,_ he thought using all his will, hoping irrationally that his power from Lyoko may have carried over and she could hear him. _Lilly don't listen to anything they tell you! Not about themselves or about us! Lilly…be safe. _

His heart was pounding and his lungs strove to keep up with his pumping legs as he ran past the schools grounds and down the street.

well that's it for this chapter. Now, the next one you get to actually hear the whole story about what happened to Lilly before she came to Kadic, I didn't want to put it in and make it so long but it was essential to the plot. Review people! I accept anonomys review too so even if you're not a member Review!


	8. Lilly's full tale

Hi! Oh my gosh, I am so sorry that this took so long! But I think that this is my favorite part of the story so far. Look, I know that I have put a lot of Lilly and a lot of Odd and not much Yumi, Ulrich and Jeremy so far and I know that that's bad (Bad Shelby! Bad! How many times have I told you not to craptastic-fy your stories!) I'm trying to fix that! I'm trying, but it's just not the same story then! It's like this:

"Well, I could take this part out and put an Odd part in..." _But then that would mean taking this X.A.N.A. part out! _"Well I could put both in...I supose." _But that would make it too overly long! It's already 25 pages on Word! Are you trying to over-ride what few readers you have, Woman!_

You see, Chaos. So I'm going to do a lot of Code Lyoko stories to make up for it. BTW, I found out that I'm on East Kaioshin's favorite stories list! It thrilled my twitchy little heart! THANK YOU SO MUCH KAIOSHIN! YOU ARE SO WICKED COOL! waves AND CODE LYOKO CAME BACK ON CARTOON NETWORK TODAY! HERE ON THE WEST COAST AT LEAST IT'S BACK ON EVERY WEEK DAY AT 6:00! WHOOOOT! LIFE IS GOOOOOOOD! cough ok on with the story.

Lilly's eye's fluttered open, the first thing she was aware of was a flaring pain at the back of her neck, the next was that her arms were tied behind her back and had been that way long enough for them to have gone numb.

But for a few seconds she couldn't remember how she had gotten where she was… then, _The wasp!_ Of course, the mechanical wasp, and it's venom, that would explain the pain in her neck.

She stirred in the dusty light and sensed more than heard a shadow move behind her

"Scum's awake." Said a harsh voice, she began to turn her head in that direction but her neck was numb, _Probably from the poison, _she thought and didn't seem to want to cooperate with her. She only got it half way round when she was kicked,

hard in the side. Her wind was knocked out of her and the force sent her rolling over and she locked her blazing and streaming eyes with her attacker.

She saw a hulking shape, and then it bent down and she could see the features of a man who's nose had clearly been broken, one eye was damaged, it wouldn't move but only stared slantingly out of his face. He grinned crookedly at her.

"So, you're the same little cunt who beat my face with that pipe, ruined my nose and m'eye." He picked her up by the front of her shirt, she heard a seam pop under her arm. "Well, you're tied up now, and I wont need no pipe to beat yo' face in!"

He raised a fist the size of a ham and prepared to hit her. She tried to move her legs…and found that she could! The old rope that had bound her ankles together had been broken in her roll across the room.

She glared at him and brought her leg up, with all the strength she could muster she kicked him in the groin. The man's jaw went slack, his eye's widened giving him the look of a monster as the one stared crooked at the floor.

His raised fist went slack and his knees gave out on him as he fell on his side, holding his wounded parts and screaming soundlessly. Lilly scrambled to her feet, her head felt light for want of air but her bruised ribs would hardly let her breath.

She leaned against a wall, the man who had kicked her had stopped squirming, she thought maybe he had passed out.

_Boy, _she thought dazedly _it's a good thing men's most tender part is outside of their bodies instead of inside! _The thought made her want to laugh, but laughing in this situation was the first step to hysterics and she knew it.

She forced the urge down, her breath was coming easier now and she looked around. The room was small, she was standing in the only patch of light, from a small lantern on a rickety table. All else was dark. There was a smell, a bad one,

she wrinkled her nose in distaste. It was the smell of decay, the decay of wood and old leaves. It was sickening. She glanced around and saw nothing in the dark. A faint creak behind her made her spin around. There was nothing there.

She peered suspiciously around in the darkness her eye's opened as wide as they would go.

A hand as strong as I vice clamped over her mouth. She screamed in surprise, it was muffled. Another arm wrapped around her waist and pulled her against a stinking body.

She knew it was a man, the chest was flat against her back and the arms were horribly strong. He smelled horrible! Like body sweat and grime, she smelled the undeniable smell of human waste and knew he had been crawling in the sewers.

His greasy hair slid against her shoulder where the sleeve of her shirt had fallen low. She was spun around as easily as if she had been a doll. She found herself looking into the eyes of the man who had haunted her dreams and memories,

who had killed her parents…Lucifer, the Bad Man. He grinned, showing black teeth. She glared, her eyes a mixture of fear, hate and disgust.

"Well, Lovely, here we are again, back where we started…so to speak. The only difference is I'm working for someone else and we're still in France." Keeping his hand over her mouth her drug her down hallways and empty rooms,

she lost track of the twists and turns but they ended up in a room so bright it hurt her eyes. When she could see, she saw the room was huge, with thousands of lights covering the ceiling.

Some had been burned out, they looked like they had been exploded from the inside. He threw her on the ground and she gasped trying to rid her nose of his smell, her ribs throbbed.

Lucifer sat in a chair, which looked very out of place in this bright, sterile white room; it looked an awful lot like a thrown.

"Well, my Beauty it appears that for now we're alone…And you don't have anyone to come to your rescue this time. We're not in Italy any more Toto!" he crowed laughter and Lilly was sure that he had run insane

…but that didn't make him any less cunning or terrifying. His red rimmed eyes never left her. His laughter stopped as soon as it started. "I'd kill you," he said fiercely "If I wasn't under orders not to. I'm not even supposed to beat ya up too bad.

"But I can take you on a little trip down memory lane." He leaned forward and grabbed the front of her shirt, he dragged her forward until she was on the floor just in front of him, like a little child listening to a story. Lucifer grinned crookedly

"Yer parents are dead!" he crowed "And who killed 'em? I did! I killed the very aristocrats of Italy! Tragic story really. A handsome man, powerful in business…wealthy, he married a beautiful woman, she had dark, dark red hair, auburn hair…very unusual in Italians! Beautiful woman was Marriel DeGrande!"

Lilly's eyes widened, she stifled a cry but Lucifer heard it "Yes, I speak of your mother. They had a daughter, did the handsome man and beautiful woman. She had her mother's hair, her father's skin, Italian eyes and she was beautiful too…yes I speak of you." Lilly glared at him, eye's burning hatred and pain, she said nothing.

Lucifer grinned and continued. "Such a _tragedy!_" He crowed "Such a _shock!_ You see, the daughter went to meet her friend in the park. Her only friend," he sighed theatrically at her "they were so close, Lilly DeGrande and Ben Dimaggio."

Lilly's eye's flared and she bared her teeth in an unconscious snarl of hatred, which faded as soon as it came.

Lucifer giggled madly and continued "people whispered when they walked the streets, how beautiful they were together! How good it was for them to be friends! After all, both had been friendless for a long while, each wandering the park and cobbled streets alone. Both were exceptionally good looking, Ben with his skin like coffee, Lilly's red hair, two different classes of society, that was true but you'd never know it by looking at them. Lilly dressed like someone from Ben's lower class, Ben was as outspoken as the wealthy. An amazing friendship really."

Lucifer grinned and Lilly could tell the bad parts were coming. "And now comes a twist in the story! Lilly leaves her house one day, Ben has asked she meet him in their spot in the park. But it's not Ben that she finds there, Oh no! It's some strange men, and when they try to take her she fights, fights hard (which impressed me, by the way) and it takes them much longer to catch her. But they do, and who was it that betrayed her? Betrayed her whole family? Why Ben of course! Her Ben! And she finds her self in a dark place, and she is shown a token that, yes her parents are dead! Her mother's torn and bloody shirt. She knows who betrayed her, and she fights the men advancing on her, but she looses. And by a stroke of luck the police find them just before she is killed. But her heart, her trust, were broken. Marvelous."

He grinned at her. Her heart was quaking in her chest, tears now fell silently down her face and her look was of crushing sadness and burning hate. He threw his head back and laughed, a chilling sound

"But there is one more twist!" he yelled "One more twist that even you, little Mistress DeGrande doesn't know!" He leaned forward, holding the scruff of her neck so she couldn't pull away. "Your friend betrayed you, Aye that's so... and what do you think of him now?"

She answered before she could think "I hate him!" she spat "He's a coward, a traitor; he's on the same level as the sewer rats!" Lucifer began to laugh

"And you," she snapped "you are even lower!" his laughter stopped but his smile remained

"True I'm low now," he replied "But then I was mighty." She opened her mouth to speak and he clamped a hand over it. She had to fight hard not to retch.

He giggled "well, so now you think your one true friend lowly scum? How your views have changed since last we spoke! I recall that even though he was a peasant, barely making enough to survive you cared for him. Even though you yourself were wealthy. Aye, how your views have changed! You loved him, did you not?"

Her eye's grew injured, new tears fell down her cheeks, and for the first time she hung her head and averted her eyes. He laughed "Your face is proof enough. And believe it or not he loved you too."

She struggled away from the hand over her mouth and flared "Love! Love! You speak to _me_ about his love! Ben didn't know the meaning of the word! He _betrayed,_ and tricked me! How dare you say he loved me?"

Lucifer laughed his hardest yet! The room echoed with it,

"My dear girl!" he said, tears of mirth streaming down his cheeks. "Yes he betrayed you! Otherwise I would never have gotten close to your family! But there is something you don't know!" he said gleefully

"What's that!" spat Lilly the talk of Ben had brought her fire up again

"That he didn't do it willingly you silly girl! It took us days to get him to say a word! Needless to say it took some…convincing, you know, sharpened bamboo splinters under the fingernails, hot knives, the whole bit." He grinned like a demon at the remembrance. "He had such lovely screams…" he said musingly "But anyway, he finally gasped out the information we needed and then when he saw what we'd done, well…the poor boys never been the same since."

Lilly was shocked, the tears ran down her cheeks. She had always thought that Ben would never do something like betraying her. But…this…this was almost more than she could bear.

"They told me he'd died, did you kill him, like you killed my parents." She asked, her voice small and meek. He giggled

"Maaayhap, Maaaayhap not." He crooned. "You'll see soon enough, you'll see everything and more when Master gets here."

Lilly only vaguely heard him, she sunk to the floor, head hanging low and her tears dappled the floor.

yes, I know, way too much Lilly and not enough Lyoko kids but in the next chapter you get to see a lot of X.A.N.A. I mean a LOT of X.A.N.A. so bear with me, I know that it's hard but like I said, Lilly is essential for the plot I have in mind. When this is done I'll either do a sequel or write a Fanfic with just the Lyoko kids, I'm not sure wich. Review and give me some feedback or I will hunt you down and give you the stink eye of doom till you feel so akward you have to comment. lol! But seriously, if you hate this story let me know. Be curtiouse about it, if you flame me be prepared to be flamed right back at...I can be mean. REVIEW!


	9. XANA Strikes

Oh my chibi! This has taken me soo long to put up and that has probably cost me the few readers I have! I'm so sorry! I actually have Hopes all writen now but I wont put up the next chapter till I get at least two reviews. Hope ya'll like this chapter! Review and you shall go on my wall of Coolest People Ever with your name is bright neon! Yaaaaaay neon!

A soft humming bean to ring in her ears, an awful, brain numbing sound. She put it off as her grief playing tricks on her hearing, but it grew louder and louder, she covered her ears with her hands and raised her tear stained face.

Suddenly a light bulb exploded behind Lucifer and a thick black smoke flowed out almost like a liquid. It changed shape rapidly for a moment to her it looked like a monstrosity, a horrible cross between a wasp, a spider, a snake,

every animal that people feared seemed to be in that shape…and those eyes, those horrid red eyes with the yellow pupils. Finally the shape settled, became the shape of a man, a smoky man, whose borders kept shifting like a mirage, but a man.

"Lilly," he crooned, his voice was oddly comforting, the voice of a kind uncle "my dear Lilly. How nice to meet you at last!"

Lilly didn't want to look into those red eyes, but also found that she didn't want to look away. "W-who are you? _What_ are you?"

The smoke laughed "My name is X.A.N.A., my little beauty. And you could say that I'm a being of another plane." She looked at him timidly, unable to look away from those horrible eyes, disgusted by the fact that his voice comforted her…and was even more disgusted that she welcomed the comfort. "I live in a world far different than this one." Began X.A.N.A.

" a world where there is peace, no human fights another, the kestrel nests with the robin and the lion lays down with the lamb. Ah such a wonderful world I come from. But alas! Humans, long ago became jealous of my world…and they attempted to destroy it. That is why I can not appear to you in any other form. I saved the world…but I am weakened. And the human have again found a way to connect to my world, dear Beauty. And I cant fight them on my own. I need your help."

Lilly began to tremble _Lies all lies! _Her mind screamed and then seconds later _No, no lies. Why would he lie? Good X.A.N.A. He wouldn't lie. He loves me. He comforts me. No lies. _

"The reason that I chose you to help me Dear One, is because you can get close to those humans who hunt me." Lilly, fought through the haze that those eyes had put her in and asked

"How! How could I possibly get close to them?" she sensed the shape smile

"Don't you know my dear?" he asked softly. Lilly shook her head, her eyes never leaving his. "Why, there are four children at your school who are my greatest enemies! Don't you know that? Haven't they told you yet? I thought that you were friends!" Lilly blinked trying to sort out her thoughts which were rapidly becoming delirious. _What the hell is happening! _Her panicking side screamed at her. _His eyes…those bloody eyes. They're numbing._

"I-I don't have any friends." She said. But immediately a picture of the four members of the gang flashed into her head.

"Ah, but you do! That is why I choose you! Their names are Yumi, Ulrich, Odd and Jeremy." Lilly's eyes widened and she sensed the glee in the shape again " You see, you do know them!...But… haven't they told you about my world, Lyoko?"

Lilly shook her head "T-they cant be. They're… they're the only ones who've seemed to care about me…"

X.A.N.A. sighed "_Seemed_, _seemed_ to care for you, Child. But they don't really, they never did. It was all a plot to get you to help them and to turn you away from me. The are the ones who are trying to destroy my world. They're jealous of it, they hate it!...and Lilly…they really hate you too." Lilly felt another piece of her world crash down,

pictures flashed through her head. Of Ulrich and Odd standing in her doorway, of the four of them, arms draped around each other's shoulders walking through the courtyard…of Odd holding her in the park. _It cant be them, it cant be them._ Her mind said over and over. She stood up, and backed away from X.A.N.A. and Lucifer. Lucifer started after her but he was stopped by a single glance from the virtual being. Lilly leaned against the wall, slid down it and hung her head.

_Lilly! _it was Odd's voice, Odd's voice in her head. She closed her eyes and saw, actually saw Odd running full tilt down the street, _Lilly don't listen to anything they tell you! Not about themselves or about us! Lilly…be safe._

She held on to the sound of his voice, knew that he was actually speaking to her somehow. But she didn't know how all she knew was that she trusted Odd no matter what this dark man said. She raised her head and saw that X.A.N.A. had moved forward and was now looking her in the eyes from less than a foot away. "Lilly," he said and reached a hand (_claw_) towards her face. _Move!_ Her instincts screamed, then warm fingers touched her cheek.

"I need you." Said X.A.N.A. Lilly pulled her mind away from the 'love' that those eyes placed on her She pulled her face away from his hand "You- you're lying." She said simply and then she began yelling

"You're lying! Everything that you've spoken is a lie! You're evil! A monstrosity!" X.A.N.A. struck her on the side of her jaw and she flew sideways into the middle of the room. She felt a bruise already raising there.

"Foolish girl." Growled the shape, the edges had begun to boil and writhe. He grabbed Lucifer by the front of his tattered shirt and drug him forward "Show her the boy and then kill her she will be of no use to us." Lucifer nodded and then the dark smoke lost all form completely and flew back through a light bulb which exploded with a firecracker pop.

Odd reached a tall dark warehouse, much like the one in which the super computer was held. But the windows were boarded up, some were broken and the open sewer flowed past one side. He saw that this was where the light-path ended and he crawled through the boards on a lower window.

Aelita, Ulrich and Yumi ran across the barren desert as fast as they could. Lasers landed among them as monsters, too many for the two of them to fight. They followed the pulsations twisting and turning around obstacles. They curved sharply to the left and Yumi turned long enough to throw her fan and take a roachster's mechanical life. "There's the first tower!" yelled Aelita and pointed strait ahead. The tower rose from the plateau, red against the pale virtual sky.

"Go Aelita!" Yelled Ulrich, "we'll distract them!" The two fighters turned and faced the oncoming monsters. They sensed the virtual girl enter the tower and with a deep throbbing wave of pressure half the monsters fell.

The first tower was deactivated. The fighters turned and ran from the rest and met Aelita. "we've got to loose these monsters!" yelled Yumi

"Over here!" yelled Aelita. She turned sharply to the right and dodged under an overhanging rock, they found themselves in a tunnel. "This way." Called Aileta They ran along the tunnel and jumped out of the opening of the other side. The plain was deserted here. And they saw the red glow of another tower. They began to run across it when Aelita stopped and stood dead still. Ulrich and Yumi looked at her.

"Aelita come on!" said Yumi "We have to move!"

Aelita looked at them, her eyes wide "Run." She whispered and the virtual ground exploded upwards. X.A.N.A. rose above them, spreading wide black wings of smoke. He struck out at Ulrich who was closest, grazing him with claws.

They jumped behind rocks, expecting their enemy to follow, but it was like he was anchored in that one spot. Ulrich was crouched down next to Aelita and Yumi glanced in his direction to see him grasping his leg.

"Ulrich, what's wrong?" she asked. He raised his eyes to meet hers and held up his hand, it was sticky with blood. Yumi's eyes widened "I-I didn't know you could bleed in Lyoko!" she said.

"Neither did I." said Ulrich "But I guess we can now, this is bad."

X.A.N.A. growled from the plain if front of them "COME OUT CHILDREN!" he yelled "COME OUT! YOU'RE TOO LATE TO SAVE LILLY, EVERYONE IS TOO LATE TO SAVE ANYONE! YOU HAVE FAILED! AND WHAT IS THERE TO DO NOW BUT FIGHT! FIGHT ME YOU COWARDS!" Ulrich met Yumi's eyes, "He's lying." She said but Ulrich shook his head "I don't think so." he said.They looked at each other a moment more and then nodded.

Ulrich looked at Aelita, "Stay here." She shook her head and grabbed Ulrich's arm

"You can't go out there! He'll kill you!" Ulrich turned away from her and Yumi gently took Aelita's hand from his arm. "Stay here Aelita." She said one last time and then, with a cry and flick of her wrist her fan flew and struck X.A.N.A.'s arm.

He growled and struck the fan away. Yumi and Ulrich leapt from behind their rock and faced X.A.N.A. finally. "Jeremy! Jeremy are you there?" yelled Aelita but there was no answer. X.A.N.A. had broken the connection again.

This was going to be a long, hard battle.

Lucifer flicked a switch and all but a few of the light bulbs flicked out. He grabbed Lilly by the scruff of the neck, and pulled her to her feet. She only struggled a bit but he cuffed her and she didn't fight again.

"Come on. There's somethin' I've got to show ya." He pulled out of the room, down a hallway and stopped in front of a closed door. She shoved it open and pushed her inside. "Have a look, Beauty." He stood in the doorway and Lilly began to make her cautious way forward. In the dim light from one greasy light bulb she saw a figure, small and thin. She moved closer and cried out as she saw it's face.

Ben Dimaggio lay on the rotting wooden floor of the room, on a pile of dirty rags. He was dressed in a shapeless, ratty wrap. She ran, knelt by his side and took his head in her lap.

"Ben?" she asked softly she brushed his black hair from his brow. He stirred and opened his eyes. He saw her face and blinked as if to clear his vision. His eyes widened in shock when he felt her hand on his cheek. He got up on his hands and knees, backed away from her and she stayed where she was. Carefully he reached out and touched her knee then brought his hand back as if it was burned. "Y-you're dead." He whispered "you're dead and you've come back to haunt me."

Lilly shook her head and moved towards him. He scrambled back to a corner and buried his face in his hands. She slowly wrapped her arms around him and rocked him back and forth. "No, Ben. I'm as alive as you."

Ben shook his head against her shoulder. "No, not alive. Dead. All dead." Lilly held him tighter. "I'm alive Ben. It was my parents at Lucifer killed, I thought he'd killed you too." Ben shook his head, his whole body trembling with sobs. Suddenly he pulled away and backed against the wall again, his eyes distant and feral. "Go away! Get out of here! Angels don't belong in Hell!" Lilly shook her head "Ben, do you know where you are." He looked at her and his eyes were completely alien.

Ben Dimaggio was no more, this person was in his place. "Hell." she heard him whisper harshly "Hell." Lilly felt a vice grip on the back of her neck

Odd raced through the dusty halls of the warehouse. The boards creaked treacherously under his feet but he didn't slow. He wanted yell for Lilly but what if there were more men around? It wouldn't do Lilly any good if he got caught too. His thoughts moved back to his friends. He hoped with all his might that they were ok and that they could make it through this one.

I hope you liked it. And you meet X.A.N.A.! The bad guy we all love to hate!. REVIEW! REMEMBER WHAT I SAID ABOUT THE NEON!


	10. Ironic

**And heeeeeeeeeeerrrre it is! The LAST CHAPTER! It's a long one, five pages on Word, but I FINISHED it! _thirty-seven pages! _Review and I will love and adore you forever, and ever, and ever! Let me know what you think of the ending!**

Lilly was dragged through the warehouse, not paying attention to where just trying to keep moving. If she stumbled or fell she was dragged along the rough floorboards till she gained her balance. Suddenly she was pushed down. In this room, half of the floor had fallen away leaving a chasm down to the basement three stories below. Lilly locked eyes with Lucifer and glared at him over her quaking heart.

She was so tired her body screamed for rest, she was covered in scrapes, bruises and a few deep cuts and her soul was as wounded as her body. Lucifer walked around her till he was facing her, his back to the open floor. Lilly scrambled up and faced him warily. He moved to the left and she moved to the right a wall, partly fallen in was now behind him.

"Beauty, you fool. You should have listened to Lord X.A.N.A." he grinned "but at least now I get to kill ya. That's something I've wanted to do for a long time." He drew a knife and licked the seven inch blade.

Lilly's eyes moved frantically over his shoulder, looking for anything to fight with or any way out…and she saw a shock of yellow hair and Odd's face staring at her through a gap in the wall!

Odd's bearings were lost, all he could do was move forward and hope he was going in the right direction. Then he heard footsteps. Cautiously he moved towards them. He came to a wall that had fallen in and he heard voiced on the other side.

Silently he climbed to a gap in the fallen woodworks and peered through. Lilly was thrown on the floor at the feet of a man, Odd resisted the urge to panic and tried to think reasonably. So he knelt on the pile of spongy wood and rusted metal and listened. "…at least now I get to kill ya. That's something I've wanted to do for a long time." The man drew a knife and Odd frantically looked around for something to do.

"Damn I wish this was Lyoko! At least I have powers there!" He realized all he could do was sit and wait for a chance to rush the man.

Lilly spied a rusted crowbar laying on the floor. She didn't know if she had hallucinated Odd, but if she hadn't she didn't know was he had planed. She lunged for the bar the same moment he lunged for her. She grasped if for a moment but he grabbed her ankle and swung her around, she let go as she flew a few feet and landed hard on her side, making her teeth rattle. She stretched her hand out and closed it over a fallen piece of plaster as big as her closed fist. She turned and threw it blindly, she heard a dull thud as it collided with the side of his head. He reeled for a moment and then came back at her. He grabbed her shoulder and threw her down again, almost exactly where she was before, again his back was to the hole.

He raised the knife, and advanced towards her his eyes gleaming in triumph. She refused to close her eyes, refused to let the tears fall. She wouldn't let this man see her cry.

She saw his arm tense to strike and then a flash of purple in the corner of her eye."Odd no!" she yelled, but Odd had already struck Lucifer, catching him off guard and pushing him sideways and back, with a cry Lucifer fell over the edge of the gap, and a few seconds later a cracking thud as he hit the cement basement floor below.

Lilly's eyes were wide as she looked at Odd, he swayed on the brink, straitened for a moment and then turned in her direction. It was then that Lilly saw the hilt of the knife protruding from Odd's side and the spreading dark stain.

Lilly groaned and sprang up. Odd swayed again, his eyes blurring and Lilly grabbed him around the waist. With his head resting on her shoulder she half dragged, half carried him away from the edge, using as much strength as she had left.

As slowly and gently as she could she tried to set him down, but it ended up more of her legs giving out and him landing half on her. She sat up, and pulled the knife out wincing, she placed her hand over the wound and pressed, she heard Odd moan and closed her eyes, tears leaking from under the lids. _Please Lord, not him._ She thought frantically. She felt a hand close over hers, the one that was pressed to Odd's wound. She opened her eyes and saw Odd's blue one's staring back into hers. She leaned forwards and brought her face close to his but couldn't find anything to say.

"Hey Lilly." said Odd, his voice slightly harsh.

"H-Hey Odd." She said "Wh-Why did you do that?" she asked suddenly, her voice cracking "Why didn't you stay hidden?" her tears began to fall and some landed on his face. He looked at her curiously

"Oh yeah," he answered sarcasm creeping into his voice "like I was going to just sit there." He gave a wry smile and she returned it. There hands, one over the other pressed the wound and Odd's blood was seeping through both their fingers.

"You…You didn't listen to X.A.N.A. then." Said Odd.

Lilly shook her head "I almost did. But I heard your voice."

Odd smiled "Then it worked. I wonder how?"

Lilly shook her head. "Odd I'm so scarred." She whispered

"Why?" he asked. She hugged him to her "You cant die Odd! Not because of me, not because of Lucifer!" Odd blinked his eyes, to make them stay in focus. He opened his mouth as if to speak and then lost conscience

Lilly opened her eyes and looked at Odd's face. He was pale, his cheeks slightly pinched. His blood stained both her hands, and the front of her shirt where she had held him. She felt the old anger growing. This was X.A.N.A.'s fault. All of it! She was so angry she was sick to her stomach. But this felt different. She started to feel a kind of electrical charge, her eye sight keened, she didn't feel tired anymore. She looked at her arms to see the hair standing up from static electricity.

Gently she laid Odd's head off of her lap. She stood up and yelled at the top of her lungs "X.A.N.A.!"

Ulrich dodged a blow from X.A.N.A. and Yumi again threw her fan. They were battered and bleeding. Ulrich ran to Yumi and stood with her but wasn't fast enough to dodge a blow from X.A.N.A. which sliced him deeply across the back.

He could faintly hear Jeremy screaming their names. He stumbled to Yumi and fell at her feet. She knelt and threw her fan at the same time. X.A.N.A. swiped the fan aside. Yumi wrapped her arms around Ulrich, feeling the warmness of his blood, something that shouldn't have been felt on Lyoko, he held her back as X.A.N.A. loomed over them. He raised a black, clawed hand and they wrapped their arms tighter about each other.

"X.A.N.A.!" The voice was so loud Ulrich and Yumi flinched X.A.N.A. drew back his claw and raised his head. Ulrich and Yumi followed his gaze to see a giant mass of blue white electricity. The mass changed form till it looked like an eagle.

It screamed and launched itself at X.A.N.A. He cried out and threw up his dark arm uselessly. The eagle, now as large as a truck, hit him full force, claws ripping at him to reveal a nothingness beneath the black. Talons and beak drove him back down into the hole in which he was anchored. And then he was gone.

Ulrich had lost conscience Yumi watched as the eagle, not really solid at all turned in her direction, she felt a strange electrical jolt as it's wings enfolded her and Jeremy's voice yelling "Return to the past noooow!"

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Lilly opened her eyes wide and gasped. She remembered everything! She looked around her and she was in the park, where she had been when the wasp stung her. But there was no wasp now.

She remembered Jeremy's voice saying something about the past. Was this what he meant? She glanced at her watch, one that read the time, and date. It read 7:30A.M. May 25th. The previous morning! She had gone back in time!

Suddenly an image flashed into her mind of Odd, with blood running between his fingers and staining his shirt. _Where's Odd!_ She looked around her and saw she was actually very deep in the park.

She dropped her bag and began running down a path hoping it was the right one.

"Lilly!"

she stopped and listened

"Lilly!"

it came again, someone was calling her name. She turned in a circle

"Hello!" she yelled "I'm over here!" she heard footsteps and turned

"LILLY!" Odd was running down the path towards her. Just as she turned around Odd scooped her up, spun in a circle with her in his arms, lost his balance and fell backwards with Lilly landing on top of him.

She looked down at him, her eyes showing comic surprise and then burst out laughing! She rolled off of him, sat up, still laughing uncontrollably. Odd joined in, tears began to run down Lilly's cheeks.

Odd sat up, rubbed the back of his head sheepishly and Lilly threw her arms around his neck. Odd was surprised to say the least and blushed deeply for a moment

"You…have no idea how worried I was." said Lilly, her voice thick with a mixture of laughter and tears.

Odd held her back "Same here." He said. She pulled back and seemed to realize how close they were, color crept into her cheeks and before Odd could think different, put a hand on each side of her face and kissed her.

She kissed him back, feeling happiness bloom in her chest. When they pulled apart she smiled into his eyes. "Come on, I think we need to find the others." She nodded and hand in hand they went down the path.

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In Jeremy's room an hour later Lilly, Odd and Yumi were sitting on the unused bed while Ulrich sat with his back against it, Yumi had her hand resting lightly on his shoulder.

"So how long have you been fighting X.A.N.A.?" asked Lilly, her eyes were bright with excitement "About a year, do you think you can help us?" asked Jeremy.

Lilly smiled "I love a good fight, I'll help you."

"Not that you really had a choice, you already remembered it, but I don't know how." Said Yumi.

"Were you that shape that I saw on the screen, the one that appeared out of no where?" asked Jeremy.

Lilly colored "I don't know. I just remember yelling X.A.N.A.'s name hoping he'd come to me so I could kill him, and then opening my eyes and passing out. I don't know if I made it or not."

Jeremy nodded looking thought full. Yumi stood and stretched "I should head home, my parents will begin to wonder where I am." She said

"I'll walk you." Said Ulrich, with a wave they left. Odd looked at Lilly and they stood up. "We're heading to dinner. See you there Jer." said Odd.

Lilly and Odd left the dorm and walked slowly across the courtyard. Odd looked at Lilly, how could someone have changed so much in less than a day?

Her face was softer, not drawn in so many tense lines, her eyes were wiser, but softer too and she had laughed more than he had ever heard her before. She turned towards him, caught him staring and smiled. She slipped her hand into his.

"Lilly? Are you the same Lilly?" he asked.

She appeared to think about it "Yes and no, I have some closure now."

Odd hesitated and then asked "What about Ben?"

she sobered a bit "Ben's not really Ben anymore. I read in the paper that they found him and took him away this morning."

Odd nodded and moved close to her. "It'll be ok I think."Shesaid

"Oh, I know it will." he replied and together they entered the cafeteria.

_An old man turned ninety-eight  
He won the lottery and died the next day  
It's a black fly in your Chardonnay  
It's a death row pardon two minutes too late  
And isn't it ironic...dontcha think_

_It's like rain on your wedding day  
It's a free ride when you've already paid  
It's the good advice that you just didn't take  
Who would've thought...it figures_

_Mr. Play It Safe was afraid to fly  
He packed his suitcase and kissed his kids goodbye  
He waited his whole damn life to take that flight  
And as the plane crashed down he thought  
"Well isn't this nice..."  
And isn't it ironic...dontcha think_

_It's like rain on your wedding day  
It's a free ride when you've already paid  
It's the good advice that you just didn't take  
Who would've thought...it figures_

_Well life has a funny way of sneaking up on you  
When you think everything's okay and everything's going right  
And life has a funny way of helping you out when  
You think everything's gone wrong and everything blows up  
In your face_

_A traffic jam when you're already late  
A no-smoking sign on your cigarette break  
It's like ten thousand spoons when all you need is a knife  
It's meeting the man of my dreams  
And then meeting his beautiful wife  
And isn't it ironic...dontcha think  
A little too ironic...and yeah I really do think..._

_It's like rain on your wedding day  
It's a free ride when you've already paid  
It's the good advice that you just didn't take  
Who would've thought...it figures_

_Life has a funny way of sneaking up on you  
Life has a funny, funny way of helping you out  
Helping you out_

**_Soooooo _What'da think? The lyrics at the end are from Alanis Morrisette and her song "Ironic" I thought they were fitting Remember the love and adore you thing nudgenudge hinthint!**


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